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Directors Report of Marg Ltd.

Mar 31, 2015

The Directors are presenting the 20th Annual Report together with the Financial Statements for the financial year ended 31st March 2015.

1. FINANCIAL RESULTS:

(Rs, in Crores)

Particulars Year Ended Year Ended 31st March, 2015 31st March, 2014

Income from operations 168.18 304.66

Non-operating Income 3.13 4.17

Total Income 171.31 308.83

Profit/(Loss) before Depreciation, Finance Cost and Tax Expense (EBDIT) (16.36) (51.18)

Depreciation 22.08 11.42

Interest & Finance charges 136.35 171.91

Profit/(Loss) before tax and exceptional items (174.79) (234.51)

Tax Expense (2.34) 29.29

Profit/(Loss) after tax (172.45) (263.80)

Balance in Profit & Loss Account 42.09 305.89

Amount available for appropriation (130.36) 42.09

Dividend Nil Nil

Dividend Tax Nil Nil

Amount transferred to General Reserve Nil Nil

Balance in Profit and Loss Account (130.36) 42.09

During the Financial Year 2014-15, total revenue of the Company stands at Rs,171.31 Crores as against Rs,308.83 in the previous year. The EBDIT is Rs,(16.36) Crores , compared to previous year of Rs,(51.18). The Company incurred a loss before tax of Rs,174.79 Crores and a net loss of Rs,172.45 Crores during the financial year ended March 31, 2015 as compared to loss before tax of Rs,(234.51) Crores and a net loss of Rs,(263.80) Crores in the previous year. This is primarily due to lack of fund availability for projects, depressed markets, increase in raw materials, and labour cost.

2. DIVIDEND

Due to losses incurred by the Company, your Directors have not recommended any dividend for the financial year ended March 31, 2015.

3. BUSINESS HIGHLIGHTS 2014-15

A. MARG Revenue Stands at Rs, 171.31 Crores in Financial Year 2014-15, including EPC Current order book at around Rs, 2,683.48 Crores

B. Karaikal Port Private Limited (KPPL), a subsidiary of your Company has successfully handled 4.89 MMT of cargo in Financial Year 2014-15 and reported a top line of Rs, 225.97 crores and EBITDA Rs, 95.55 crores.

4. DIRECTORS

The composition of the Board of Directors is in compliance with Clause 49 of the Listing Agreement and Section 149 of the Companies Act, 2013.

The Company has received necessary declarations from the Independent Directors stating that they meet the criteria of independence as specified in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

In accordance with provisions of the Companies Act, 2013, Mrs. V P Rajini Reddy retires by rotation and being eligible, seeks re-appointment at the ensuing Annual General Meeting.

5. MEETINGS

During the year under review, the Board of Directors met 7 times.

In accordance with the provisions of the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held on February 12, 2015.

6. PERFORMANCE EVALUATION

Pursuant to the provisions of Section 134 (3) (p) read with Articles VII and VIII of Schedule IV of the Companies Act, 2013, the Board is of opinion that a system for performance evaluation of itself and its committees would be established very soon. As contemplated by the Act, the independent directors at a meeting conducted a review of the performance of the Chairman after taking into account the views of the non-executive members of the Board. At the same meeting, the review of the executive directors was also carried out.

The process put in place by the Board, in accordance with the Companies Act, 2013 and the relevant provisions of the Listing Agreement, is aimed at improving the performance of the Board, its committees and its members.

7. AUDIT RELATED MATTERS

A. AUDITORS

M/s. K Ramkumar & Co., Chartered Accountants, Chennai, Statutory Auditors of the Company retires at the ensuing Annual General Meeting and offer themselves for re-appointment from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting held thereafter as per the provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, subject to ratification of the appointment by the members at every AGM held after the ensuing AGM. The Company has received their Consent Letter to the effect that their re-appointment if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013.

B. SECRETARIAL AUDITOR

The Board had appointed M/s Satyaki Praharaj & Associates, Company Secretaries in Whole-time Practice to carry out the Secretarial Audit under the provisions of section 204 of the Companies Act, 2013 and the Rules made there under. The report of the Secretarial Auditor is enclosed to this report as Annexure A.

C. COST AUDIT

During the financial year 2014-15, Your Company has maintained cost accounting records in accordance with the provisions of Companies (Cost Records and audit) Rules, 2014. The Company shall file the Compliance Report as certified by the Cost Accountant Mr. G Sunderasan for the financial year 2014-15 with Central Government as prescribed under Companies (Cost Records and audit) Rules, 2014, in due course.

8. SUBSIDIARY COMPANIES STATUS

Your Company has total of 58 subsidiaries as on 31st March 2015, out of which 5 Non wholly-owned Companies and 53 Wholly-owned companies, including 25 Step-down Subsidiaries. There has been no material change in the nature of the business of the Company and its subsidiaries. Details of major subsidiaries of the Company and their business operations during the year under review are covered in the Management Discussion and Analysis Report.

SUBSIDIARY COMPANIES' MONITORING FRAMEWORK

All subsidiary companies are Board managed with their respective Boards having the rights and obligations to manage such companies in the best interest of their stakeholders.

The Company monitors performance of subsidiary companies, interlaid, by the following means:

- Financial statements, in particular investments made by unlisted subsidiary companies, are reviewed quarterly by the Company's Audit Committee.

- Minutes of Board meetings of unlisted subsidiary companies are placed before the Company's Board regularly.

- A statement containing all significant transactions and arrangements entered into by unlisted subsidiary companies is placed before the Company's Board.

Financial Position and Performance of Subsidiaries and Associates

In terms of Section 134 of the Companies Act, 2013 and Rule 8(1) of the Companies (Accounts) Rules, 2014, the financial position and performance of subsidiaries are given as an Annexure to the Consolidated Financial Statements.

9. POLICY AND OTHER MATTERS

A. CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted Corporate Social Responsibility Committee under the Companies Act 2013, on 30th May 2014 which is making exclusive progress in the field of Corporate Social Responsibility and Societal interventions. The Committee is predominantly involved in the areas of Women empowerment, education, health and hygiene, community based programs, including art, music, sports and other socio economic and culture activities.

This Committee has been entrusted with the responsibility of formulating and recommend to the Board a CSR policy broadly indicating the activities to be undertaken by the company apart from the activities (already under implementing) that are mandatory in the implementation of the frame work of CSR policy and recommend the money to be spent on each of the activities as prescribed under Act and the Rules made there under.

B. CODE OF CONDUCT

As prescribed under Clause 49 of the Listing Agreement, a declaration signed by the Chairman and Managing Director affirming compliance with the Code of Conduct by the Directors and senior management personnel of the Company for the financial year 2014-15 forms part of the Corporate Governance Report.

C. DECLARATIONS BY INDEPENDENT DIRECTORS

Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013, the Company has received individual declarations from all the Independent Directors confirming that they fulfill the criteria of independence as specified in Section 149(6) of the Companies Act, 2013.

D. EXTRACT OF ANNUAL RETURN

In terms of Section 134 of the Companies Act, 2013 read with Rules 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return of the Company for the financial year 2014-15 is provided in Annexure B to this report.

E. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In accordance with the requirements of the Listing Agreement, the Management Discussion and Analysis Report titled as Management Report is presented in a separate section of the Annual Report.

F. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments given by the Company under Section 186 of the Companies Act, 2013 is detailed in Notes to Accounts of the Financial Statements.

G. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis and all such contracts/arrangements/ transactions have been approved by the audit Committee.

H. TRANSFER TO INVESTOR EDUCATION PROTECTION FUND

In accordance with provision of Section 124 of the Companies Act, 2013, the dividends pertaining to the financial year 2007-08, which were lying unclaimed with the Company was transferred to the Investor Education and Protection Fund during the financial year 2014 - 15. The details of unclaimed dividend transferred to the Investor Education and Protection Fund has been detailed in the Corporate Governance Report forming part of the Annual Report. Members who have so far not encased the dividend warrants are requested to make their claim to the Secretarial Department at the Registered and Corporate Office of the Company or send an email to investor@marggroup.com

10. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme ESOS referred to in this Report.

11. CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements under clause 49 of Listing Agreement. The Corporate Governance Report approved by the Board of Directors of the Company, forms part of this report and a certificate from the auditors of the Company is set out in the Annexure to this Report.

12. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, forms part of this annual report is provided in a separate section as stipulated under clause 49 of Listing Agreement.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS

Your Company has taken adequate measures to conserve energy and the Company believes that productivity from all its workforces can be achieved with interface of latest technology.

Your Company is not an industrial undertaking in terms of Section 134(3)(m) of the Companies Act, 2013 read along with Companies Rule 8(3) of the Companies (Accounts) Rules, 2014 and hence, particulars regarding conservation of energy, technology absorption and adaptation are not applicable and hence the same are not provided.

The information on Foreign Exchange Earnings and Outgo is contained in the note 48 to the Notes on Account. A separate statement is also attached as Annexure I to this Report.

14. PARTICULARS OF EMPLOYEES U/S 197

During the year, there was no employee in receipt of remuneration as prescribed in the Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The prescribed particulars of Employees as required under Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure C and form part of this Report.

However, in accordance with the provisions contained in the proviso to Section 136(1) of the Companies Act, 2013, the Annual Report and accounts excluding the aforesaid information are being sent to the shareholders of the Company. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company for the same.

15. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31, 2015, Your Directors hereby confirmed that;

i. In the preparation of the Annual Accounts for the financial year ended 31st March 2015, the applicable accounting standards has been followed and there were no material departures;

ii. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss account of the Company for the year under review;

iii. They have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. They have prepared Annual Accounts for the financial year ended 31st March 2015 on a "going concern basis".

v. They had devised proper systems, internal financial controls to be followed by your Company and that such internal financial controls are adequate and have been operating effectively.

vi. The systems to ensure compliance with the provisions of all applicable laws are in place and were adequate and operating effectively.

16. EXPLANATION TO THE OBSERVATIONS MADE IN AUDITORS REPORT

The Directors submit their explanation to the Observations made by the Auditors in their report for the FY14-15. The relevant Para nos. of the report and reply are as under:

REFER PARAGRAPH (BASIS OF QUALIFIED OPINION) OF THE AUDITOR'S REPORT ON CONSOLIDATED FINANCIAL STATEMENTS

- In respect to Note No. 38 to the audited financial statements of the year ended 31st march 2015 regarding unreconciled amount of Rs, 6.52 Crores relating to the equipment loan availed by the Company. The reconciliation of the loan account is under process. The management is of the opinion that the reconciliation will be completed very soon.

- In respect of M/s. Mukta Infrastructure Private Limited, the respective company is of opinion that price of land shall appreciate in future and hence no provision for impairment loss is made.

- In respect of M/s. Arohi Infrastructure Private Limited, the debenture holder has not exercised the Put option during the FY 2014-15, hence the respective company has not provided any premium on redemption during the FY 2014-15.

- In respect of M/s. Riverside Infrastructure (India) Private Limited, the management is taking efforts for resuming the Mall Project and is in discussion with strategic partners for this purpose. Further, considering the latest valuation of the property of the Company, the management considers it appropriate to capitalize the interest of Rs, 39.58 Crores (PY Rs, 41.84 Crores) and overheads of Rs, 0.67Crores (PY Rs, 3.32 Crores) during the year ended 31st March, 2015. Note No.39 of the Consolidated Financial Statements is self explanatory.

- In respect of M/s. Marg Logistics Private Limited, the subsidiary had availed equipment loan and there is an unreconciled amount of Rs.0.43 Crores. The reconciliation of the loan account is under process. Pending such reconciliation the management considers it appropriate to classify the same under "Other advances" in the Balance Sheet as on 31st March 2015. Note No. 40 of the Consolidated Financial Statements is self explanatory.

REFER EMPHASIS OF MATTER OF THE AUDITOR'S REPORT ON CONSOLIDATED FINANCIAL STATEMENTS

a) In respect of preparing financial statements on 'Going Concern' basis reference is drawn to Note No. 31 which is self explanatory.

b) In respect of Property of the Subsidiary Companies provided security for various loans, reference is drawn to Note No. 32 which is self explanatory.

c) In respect of Property of the Subsidiary Companies provided security for various loans, reference is drawn to Note No. 33 which is self explanatory.

d) In respect of the Investments in and Advances receivable due from some of its Subsidiaries Companies, reference is drawn to Note No. 34 which is self explanatory.

e) In respect of deductions made/amount withheld by some customers reference is drawn to Note No. 35 which is self explanatory.

f) In respect of Work in Progress relating to EPC work done by the Company to one of its Subsidiary reference is drawn to Note No. 36 which is self explanatory.

g) In respect of investment in shares of a subsidiary of Rs 202.39 Crores given as security for loan raised by the Subsidiary company, which were invoked by the Bank, such shares continues to be included in investments, reference is drawn to Note No. 37 which self explanatory.

h) In respect of Companies which were converted and obtained license under Section 25 of the Companies Act, 1956 during the year, reference is drawn to Note No. 41 which self explanatory.

REFER PARAGRAPH (BASIS OF QUALIFIED OPINION) OF THE AUDITOR'S REPORT ON STANDALONE FINANCIAL STATEMENTS:

- In respect to Refer to Note 34 to the audited financial statement of the year ended 31st March 2015, regarding un-reconciled amount of Rs, 6.52 Crores relating to the equipment loan availed by the company. The reconciliation of the loan account is under process. Pending such reconciliation the management considers it appropriate to classify the same under "other advances'' in the Balance Sheet as on 31-Mar-2015. Note 34 of the standalone financial statements is self explanatory.

REFER EMPHASIS OF MATTER OF THE AUDITORS' REPORT ON STANDALONE FINANCIAL STATEMENTS.

- In respect of the financial statements on a 'going concern' basis reference is drawn to note 29 which is self explanatory.

- In respect of the investments in and advances receivables due from some of its subsidiaries reference is drawn to note 30 which is self explanatory.

- In respect of deductions made/amount withheld by some customers reference is drawn to note 31 which is self explanatory.

- In respect of Work in progress relating to EPC work done by the company to one of its subsidiary reference of is drawn to note 32 which is self explanatory.

- In respect of investment in shares of a subsidiary of Rs 202.39 Crores given as security for loan raised by the Subsidiary company, which were invoked by the Bank, such shares continues to be included in investments, reference is drawn to Note No. 33 which self explanatory.

17. FIXED DEPOSITS

During the year under review, your Company has not invited or accepted fixed deposits from the public.

18. EMPLOYEE STOCK OPTION SCHEME

Your Company has implemented Employee Stock Option Scheme for the benefit of the employees of the Company and its subsidiaries, and is being governed by the Compensation Committee of the Board of Directors. During the FY 2014-15, the Company has not granted any option under the Employee Stock Option Scheme. Further, No employee has exercised any option during the year. The statement is given as Annexure II.

The Company has established a vigil mechanism to promote ethical behavior in all its business activities and has in place a mechanism for employees to report any genuine grievances, illegal, unethical behavior, suspected fraud or violation of laws, rules and regulation or conduct to the Chief Vigilance Officer and the Audit Committee of the Board of Directors. The Policy also provides for adequate protection to the whistle blower against victimization or discriminatory practices.

ACKNOWLEDGEMENT

The Directors wish to express their appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors, Employees and members during the year under review.

For and on behalf of the Board of Directors

G R K Reddy

Chairman & Managing Director

(DIN: 00903778)



Place: Chennai

Date: 31st May, 2015


Mar 31, 2014

The Members of

MARG Limited

The Directors are presenting the 19th Annual Report together with the Audited Accounts for the financial year ended 31st March 2014.

1. FINANCIAL RESULTS:

(Rs. in Crores) Particulars Year Ended Year Ended 31st March, 2014 31st March, 2013

Income from Operations 304.66 761.54

Non-Operating Income 4.17 72.00

Total Income 308.83 833.54

Profit/(Loss) before Depreciation, Finance Cost and Tax Expense (EBDIT) (51.18) 40.66

Depreciation 11.42 11.58

Interest & Finance Charges 171.91 89.11

Profit/(Loss) before Tax (234.51) (60.03)

Tax Expense 29.29 (24.00)

Profit/(Loss) after Tax (263.80) (36.03)

Balance in Profit & Loss Account 305.89 341.92

Amount available for Appropriation 42.09 305.89

Dividend Nil Nil

Dividend Tax Nil Nil

Amount transferred to General Reserve Nil Nil

Balance in Profit and Loss Account 42.09 305.89

During the Financial Year 2013-14, total revenue of the Company stands at Rs. 308.83 Crores as against Rs. 833.54 Crores in the previous year. The EBDIT is Rs. (51.18) Crores, compared to previous year of Rs. 40.66 Crores. The Company incurred a loss before tax of Rs. 234.51 Crores and a net loss of Rs. 263.80 Crores during the financial year ended March 31, 2014 as compared to a loss before tax of Rs. 60.03 Crores and a net loss of Rs. 36.03 Crores in the previous year. This is primarily due to depressed market condition and increase in borrowing and raw materials cost.

2. DIVIDEND

Due to losses incurred by the Company, your Directors have not recommended any dividend for the financial year ended March 31, 2014.

3. BUSINESS HIGHLIGHTS 2012-13

A. MARG Revenue Stands at Rs. 308.83 Crores in FY13-14 and EPC Current order book at around Rs. 2,795.08 Crores.

B. Karaikal Port Private Limited (KPPL), a subsidiary of your Company has sucessfully handled 6.23 MMT of cargo in FY13-14 and reported a top line of Rs. 262 Crores and EBITDA Rs. 113 Crores.

4. DIRECTORS

Mrs. V P Rajini Reddy, Director retires by rotation and being eligible offers herself for re-appointment at the ensuing Annual General Meeting.

Mr. Arun Kumar Gurtu, Independent Director, passed away on 22nd November 2013. The Board pays tribute and condolence to the bereaved family and places on record its appreciation for the services provided by him during the tenure as Director of the Company.

Pursuant to Section 161(1) of the Companies Act, 2013 and Articles of Association of the company, Mr. Bahushrut Lugani who was appointed as an Additional Director (Non Executive – Independent) of the company w.e.f 26.05.2014 and who holds office upto the ensuing Annual General Meeting and in respect of whom the company has received requisite notice under section 160 of Companies Act 2013 in writing from a member proposing Mr. Bahushrut Lugani as director of the company be and is hereby appointed as independent director of the company to hold office for period of 5 years.

As per Section 149(10) of the Companies Act, 2013 the Independent Director shall hold office for a term up to five consecutive years on the Board of a company, but shall be eligible for reappointment by passing of special resolution in the company and disclosure of such appointment shall be made in the Board''s report. However they shall not be considered for director liable to retire by rotation.

Further as Section 149(11) of the Companies Act, 2013 no Independent Director shall be eligible to hold office for more than two consecutive terms of five years.

5. AUDITORS

M/s. K Ramkumar & Co., Chartered Accountants, Statutory Auditors of the Company retires at the ensuing Annual General Meeting and offer themselves for re-appointment from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting. The Company has received their Consent Letter to the effect that their re-appointment if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013.

6. COST ACCOUNTING RECORD

During the FY13-14, your Company has maintained cost accounting records in accordance with the provisions of Companies (Cost Accounting Record) Rules, 2011. The Company shall file the Compliance Report as certified by the Cost Accountant for the FY13-14 with Central Government as prescribed under Companies (Cost Accounting Record) Rules, 2011, in due course.

7. SUBSIDIARY COMPANIES STATUS

Your Company has total of 58 Subsidiaries as on 31st March 2014, out of which 5 Non Wholly-owned Companies and 53 Wholly-owned Companies, including 25 Step-down Subsidiaries.

Pursuant to the Government of India''s General Circular No: 2 /2011 (No: 51/12/2007-CL-III) dated 8th February, 2011 issued by Ministry of Corporate Affairs, the Company has been exempted from attaching the accounts and other information of subsidiaries as required under Section 212 (1) of the Companies Act, 1956. However, a statement is attached in Consolidated Balance Sheet providing the stipulated financial information for each subsidiary. As per the conditions of the above Circular, the same forms part of the annual accounts of the Company.

The Consolidated Financial Statements duly audited are presented along with the Accounts of your Company in this Report. The annual accounts of subsidiary companies are kept at the Company''s Registered Office and also at the respective registered offices of the subsidiaries and shall be made available for inspection to the members/ investors of the Company/any subsidiary, seeking such information at any point of time.

8. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

The Company has, during the year under review, transferred a sum of Rs. 478,226/- to Investor Education and Protection Fund, in compliance with the provisions of erstwhile Section 205C of the Companies Act, 1956. The said amount represents dividend for the financial year 2006-07 which remained unclaimed by the members of the Company for a period exceeding 7 years from its due date of payment.

9. CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements under Clause 49 of Listing Agreement. The Corporate Governance Report approved by the Board of Directors of the Company, forms part of this report and a certificate from the auditors of the Company is set out in the Annexure to this Report.

10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, forms part of this annual report is provided in a separate section as stipulated under Clause 49 of Listing Agreement.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS

Your Company has taken adequate measures to conserve energy and the Company believes that productivity from all its workforces can be achieved with interface of latest technology.

Your Company is not an industrial undertaking in terms of Section 217(1)(e) of the Companies Act, 1956 read along with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and hence, particulars regarding conservation of energy, technology absorption and adaptation are not applicable and hence the same are not provided.

The information on Foreign Exchange Earnings and Outgo is contained in the Note 44 to the Notes on Account. A separate statement is also attached as Annexure I to this Report.

12. PARTICULARS OF EMPLOYEES U/S 217(2A)

Particulars of employees of the Company, who were in receipt of remuneration, which in aggregate exceeds the limit fixed under Section 217 (2A) of the Companies Act, 1956 and Companies (Particulars of Employees) Rules, 1975 as amended, forms part of this Directors Report. However, as per the provisions of Sec. 219 (i) (b) (iv) of the Companies Act, 1956, the Annual Report and accounts excluding the aforesaid information are being sent to the shareholders of the Company. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company for the same.

13. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, Your Directors confirm that;

i) In the preparation of the Annual Accounts for the financial year ended 31st March 2014, the applicable accounting standards has been followed and there were no material departures;

ii) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss account of the Company for the year under review;

iii) They have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) They have prepared the Annual Accounts for the financial year ended 31st March 2014 on a "going concern basis".

14. EXPLANATION TO THE OBSERVATIONS MADE IN AUDITOR REPORT

The Directors submit their explanation to the Observation made by the Auditors in their report for the FY13-14. The relevant Para nos. of the report and reply are as under:

Refer Paragraph (Basis of Qualified Opinion) of the Auditors'' Report on Consolidated Financial Statements:

In respect of M/s Mukta Infrastructure Private Limited, the respective company is of opinion that price of Land shall appreciate in future and hence no provision for impairment loss is made.

In respect of M/s. Arohi Infrastructure Private Limited, the debenture holder has not exercised the put option during the FY 2013-14, hence the respective company has not provided any premium on redemption during the FY 2013-14.

In respect of M/s. Riverside Infrastructure (India) Private Limited, the management is taking efforts for resuming the Mall project and is in discussion with strategic partners for this purpose. Further, considering the latest valuation of the property of the company, the management considers it appropriate to capitalise the interest of Rs. 41.84 Crores and overheads of Rs. 3.32 Crores during the year ended 31-Mar-2014. Note No.38 of the consolidated financial statements is self explanatory.

In respect of M/s. Marg Logistics Private Limited, the subsidiary had availed equipment loan and there is an unreconciled amount of Rs. 0.60 crores. The reconciliation of the loan account is under process. Pending such reconciliation the management considers it appropriate to classify the same under "other advances" in the Balance Sheet as on 31-Mar-2014. Note No.40 of the consolidated financial statements is self explanatory.

Refer Emphasis of Matter of the Auditors'' Report on Consolidated Financial Statements.

a) In respect of the investments in and advances receivable due from some of its subsidiaries reference is drawn to note 32 which is self explanatory.

b) In respect of preparing financial statements on ''Going concern'' basis reference is drawn to note 33 which is self explanatory.

c) In respect of property of the subsidiary companies provided security for various loans reference is drawn to note 34 which is self explanatory.

d) In respect of property of the subsidiary companies provided security for various loans reference is drawn to note 35 which is self explanatory.

e) In respect of deductions made/amount withheld by some customers reference is drawn to note 39 which is self explanatory.

f) In respect of Status change of Subsidiaries reference is drawn to note 41 which is self explanatory.

Refer Emphasis of Matter of the Auditors'' Report on Standalone Financial Statements.

a) In respect of preparation of financial statements on ''Going Concern'' basis reference is drawn to note 29 which is self explanatory.

b) In respect of the investments in and advances receivable due from some of its subsidiaries reference is drawn to note 30 which is self explanatory.

c) In respect of deductions made/amount withheld by some customers reference is drawn to note 31 which is self explanatory.

Reply to the qualification made in Annexure to the Standalone Audit Report Point No.3 Due to depressed market conditions and strained financial situation in the group, the Company felt it prudent not to charge interest on loans advanced to wholly owned subsidiaries.

Point No.7 In respect of internal audit system During the Financial Year the Company was carrying out the internal Audit function as inhouse. Due to rotational of Internal Audit staffs and lack of availability of trained staffs, also recommendation by the Board the Company has taken steps for appointing External Chartered Accountants who has expert knowledge and adequate manpower to carry out the Internal Audit. The Company is in the process of appointing the Internal Auditors hence the appointment will be done shortly Point 9(a) & 9(b) of Annexure to Standalone Auditors'' report: The delay in the payment of Provident fund, Employee''s State Insurance, Income Tax, Wealth Tax, Custom Duty, Cess, Sales Tax, Service Tax and other material statutory dues were due to lower cash inflows from the existing projects and the company is arranging to make the payments shortly.

Point No.10 : Due to inordinate delay and uncertainty in implementation of the dry port project, of two subsidiary Companies Marg Swarnabhoomi Port Private Limited and MARG Aviations Private Limited subsidiary companies, has called off the projects hence the huge cash loss was incurred. Point 11 of Annexure to Standalone Auditors'' report: Due to slow down in the Infrastructure and Real estate sector and the resultant impact on the performance of your Company there were defaults in repayments of principle and interest dues to the Banks and Financial Institutions. However, the management opines that with improved business scenario, your Company will be able to meet its obligation.

15. FIXED DEPOSITS

During the year under review, your Company has not invited or accepted fixed deposits from the public.

16. EMPLOYEE STOCK OPTION SCHEME

Your Company has implemented Employee Stock Option Scheme for the benefit of the employees of the Company and its Subsidiaries, and is being governed by the Compensation Committee of the Board of Directors. During the FY13-14, the Company has not granted any option under the Employee Stock Option Scheme. Further, no employee has exercised any option during the year.

The Disclosures required to be made under SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 is given as Annexure II to this report.

17. JOINT VENTURE

Your Company has following major joint venture companies: (i) M/s. Future Parking Private Limited (in which MARG holds 51% of paid-up share capital), is a joint venture with M/s. Apollo Hospitals Enterprise Limited for the development of Multi Level Car Parking (MLCP) at Wallace Garden, Chennai on BOT basis, with a provision of right for development of commercial complex along with the MLCP facility for the entire BOT period.

(ii) Signa Infrastructure India Limited (in which MARG holds 74% of paid –up share capital), is a joint venture with M/s. Housing and Urban Development Corporation Limited (HUDCO) for Techno-Financial collaboration.

(iii) M/s. Rajakamangalam Thurai Fishing Harbour Private Limited (in which MARG holds 39% of paid-up share capital), is into joint venture with M/s. Rajakamangalam Thurai Development Trust to develop a fishing Harbour at Rajakamangalam Thurai in Kanyakumari District of Tamil Nadu.

18. CORPORATE SOCIAL RESPONSIBILITY – APPROACH TOWARDS SOCIETY

MARG has been making steady progress in the field of CSR and Societal interventions. During the reporting year, MARG has made significant progress in various fields such as health, education, women empowerment and welfare measures for the communities in and around our operational areas. At MARG Swarnabhoomi, the company endeavors to make a positive contribution to the underprivileged people by supporting a wide range of educational and socio economic initiatives. Community projects and programs are driven by active participation of MARG employees at the respective project sites. The Company is continuing to help the tsunami affected people of Nagapattinam districts and company is helping to unprivileged women in rural areas in the filed of Basic courses in Beautician and Tailoring Classes, Mehandi Course and Candle Making have been organized in collaboration with Jana Shikshan Shansthan, Kanchipuram.

19. EMPLOYEE RELATIONS

The Directors place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company at all levels to meet the company''s objectives. The employee relations at all projects and other locations continues to be cordial.

20. BUILDING A STRONG CUSTOMER CONNECT

Customer intimacy is one of your Company''s strategic priorities to reach its ambition of being the leading reference in Infrastructure and Real Estate.

ACKNOWLEDGEMENT

The Directors wish to express their appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors, Employees and members during the year under review.

For and on behalf of the Board of Directors

G R K Reddy Chairman & Managing Director

Place: Chennai Date: 30th May, 2014


Mar 31, 2012

The Members of MARG Limited

The Directors take pleasure in presenting the Seventeenth Annual Report along with the audited accounts for the financial year ended 31st March 2012.

1. FINANCIAL RESULTS:

(Rs. in Crores)

Particulars Year ended Year ended 31st March, 2012 31st March, 2011

Income from operations 1,501.09 1,085.01

Non-operating Income 78.91 1.07

Total income 1,580.00 1,086.08

Profit before Depreciation, Finance cost and Tax expense (EBDIT) 214.64 129.15

Depreciation 12.34 6.89

Interest & Finance charges 39.69 27.61

Profit before Tax 162.61 94.65

Tax Expense 52.12 34.78

Profit after Tax 110.49 59.87

Balance in Profit & Loss Account 231.43 184.94

Amount available for appropriation 341.92 244.81

Dividend Nil 7.62

Dividend Tax Nil 1.26

Amount transferred to General Reserve Nil 4.50

Balance in Profit and Loss Account 341.92 231.43

During the Financial Year 2011-12, total revenue of the Company was Rs. 1,580.00 Crores representing a growth of 45.48% over the previous year. The EBDIT also increased to Rs. 214.64 Crores, a growth of 66.19% and PAT increased to Rs.110.49 Crores, a growth of 84.55% as compared to previous year. The basic Earnings Per Share (EPS) was Rs. 28.99 on capital on 381.19 Lakhs weighted average number of equity shares and Diluted Earning Per Share was Rs. 28.97 on 381.47 Lakhs weighted average number of equity shares of Rs. 10 each for the year under review.

2. DIVIDEND

Keeping in view the future requirement of funds, your Directors have decided not to recommend any Dividend for the financial year ended on 31st March, 2012.

3. BUSINESS HIGHLIGHTS 2011-12

A. MARG EPC Business has earned revenue of Rs. 1,440 Crores, registering increase of 43% year to year. The Company has bagged an Order worth Rs. 237.58 Crores from Bhavnagar Energy Company Limited, Gujarat and foray into Gujarat's Infrastructure Space and also bagged new project from Lucknow Development Authority, National Building Construction Limited and Braithwaite & Company Limited. Current EPC order book stands around of Rs. 3,250 Crores with external orders accounting for 30% of total order book.

B. Karaikal Port Private Limited, (KPPL) a subsidiary of your Company has successfully handled the biggest cargo vessel the MV Manousus P with parcel size of 72,848 MT of coal cargo and also handled 1,087 rakes in FY 2011-12. Turnover of KPPL has increased 31% from Rs. 169 Crores in 2010-11 to Rs. 221 Crores in the current financial year; EBIDTA increased 26% from Rs. 79.07 Crores in 2010-11 to Rs. 99.61 Crores; post-tax profit fell by Rs. 0.64 Crores to Rs. 23.36 Crores in 2011-12 on account of higher deferred tax (up by 8%), depreciation (up by 34%) and interest (up by 65%) on account of capitalisation of Phase 2A expansion and higher interest rates for Phase I in 2011-12.

C. MARG Swarnabhoomi Sign MOU with Tecpro Energy Systems, Twin Disc (Far East) PTE Ltd, Eswari Electricals and Kwik Patch Ltd taking the total number of units in the LES (Light Engineering Services) space to eight in 2011-12 compared with four in 2010-11.

D. MARG Swarnabhoomi Sold 755 Flats in FY 11-12 with a Top line Business of Rs. 125.93 Crores. The Company has launched Swarnabhoomi Cityscapes, the plot sales vertical and created one more revenue generating vertical. The Construction of Science and Technology Park Phase – I spread over 210,000 sq.ft of wet laboratory building is underway at MARG Swarnabhoomi.

E. MARG Properties Limited, a Wholly Owned Subsidiary of your Company has launched the second MARG ProperTies Home Shoppe on OMR in FY 11-12 and has raised the cumulative booking order to Rs. 450 Crores, comprising order booking of Rs. 155 Crores raised in FY 11-12.

4. AWARDS & RECOGNITIONS

Your Company has received the following awards and recognitions in the FY 2011-12:

1. "Inc India 500" ranked MARG as 68th among India's fastest growing mid-size companies,

2. MARG Limited recognized for its "Outstanding

contribution in Port Sector projects" at the EPC World Awards 2011 held at Bangalore

3. MARG Karaikal Port awarded as 'Emerging Port of the Year' at South East Cargo & Logistic Awards in July 2011 at Chennai

4. Recognized as the 2nd fastest growing infrastructure company (Medium Category) at the Construction World 2011 study

5. MARG Karaikal Port recognized with 'EXIM Achievement Award' for its operational efficiency in EXIM operations by Tamil Chamber of Commerce

6. MARG bagged the globally prestigious Golden Peacock Awards 2012 for its CSR initiatives at the 7th International Conference on Social Responsibility in Dubai (U.A.E)

5. DIRECTORS

Mr. Arun Kumar Gurtu, Director retires by rotation and being eligible offer himself for re-appointment at the ensuing Annual General Meeting.

Mr. G R K Reddy, has been re-appointed as Managing Director of the Company w.e.f 1st April 2012 for a period of 5 years subject to the shareholders approval at the ensuing Annual General Meeting.

Mr. G Raghava Reddy, Promoter Director and Mr. Sai Baba Vutukuri, Independent Director has resigned from the Directorship of the Company w.e.f. 20th July 2012. The Board placed on record its appreciation for the services provided by them during the tenure of their office as Director of the Company.

6. AUDITORS

M/s. K Ramkumar and Co., Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received their consent under Section 224 (1B) to the effect that their re-appointment if made, would be within the prescribed limits under Sec.224 (1B) of the Companies Act, 1956.

7. COST ACCOUNTING RECORDS

During the financial year 2011-12, Your Company has maintained cost accounting records in accordance with the provisions of Companies (Cost Accounting Record) Rules, 2011. The Company shall file the Compliance Report as certified by the Cost Accountant for the financial year 2011-12 with Central Government as prescribed under Companies (Cost Accounting Record) Rules, 2011, in due course.

8. SUBSIDIARY COMPANIES

A. STATUS

Your Company has 41 subsidiaries as on 31st March 2012. Pursuant to the Government of India's General Circular No: 2 /2011 (No: 51/12/2007-CL-III) dated 8th February, 2011 issued by Ministry of Corporate Affairs, the Company has been exempted from attaching the accounts and other information of subsidiaries as required under Section 212 (1) of the Companies Act, 1956. However, a statement is attached in Consolidated Balance Sheet providing the stipulated financial information for each subsidiary. As per the conditions of the above Circular, the same forms part of the annual accounts of the Company.

The Consolidated Financial Statements duly audited are presented along with the Accounts of your Company in this Report. The annual accounts of subsidiary companies are kept at the Company's Registered Office and also at the respective registered offices of the subsidiaries and shall be made available for inspection to the members/ investors of the Company/any subsidiary, seeking such information at any point of time.

9. CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements under clause 49 of Listing Agreement. The Corporate Governance approved by the Board of the Directors of the Company and a certificate from the auditors of the Company is set out in the Annexure to this Report.

10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, forms part of this annual report is provided in a separate section as stipulated under clause 49 of Listing Agreement.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS

Your Company has taken adequate measures to conserve energy and the Company believes that productivity from all its workforces can be achieved with interface of latest technology.

Your Company is not an industrial undertaking in terms of Section 217(1)(e) of the Companies Act, 1956 read along with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and hence, particulars regarding conservation of energy, technology absorption and adaptation are not applicable and hence the same are not provided.

The information on Foreign Exchange Earnings and Outgo is contained in note 40 to the Notes on Account, forming part of the accounts. A separate statement is also attached as Annexure I to this Report.

12. PARTICULARS OF EMPLOYEES U/S 217(2A)

Particulars of employees of the Company, who were in receipt of remuneration, which in aggregate exceeds the limit fixed under Section 217 (2A) of the Companies Act, 1956 and Companies (Particulars of Employees) Rules, 1975 as amended, forms part of this Directors Report. However, as per the provisions of Sec. 219 (i) (b) (iv) of the Companies Act, 1956, the Annual Report and accounts excluding the aforesaid information are being sent to the shareholders of the Company. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company for the same.

13. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, Your Directors confirm that;

i) In the preparation of the Annual Accounts for the financial year ended 31st March 2012, the applicable accounting standards has been followed and there were no material departures;

ii) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss account of the Company for the year under review;

iii) They have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) They have prepared Annual Accounts for the financial year ended 31st March 2012 on a "going concern basis".

14. FIXED DEPOSITS

During the year under review, your Company has not invited or accepted fixed deposits from the public.

15. EMPLOYEE STOCK OPTION SCHEME

Your Company has implemented Employee Stock Option Scheme for the benefit of employees of the Company and its subsidiaries, and is being governed by the Compensation Committee of the Board of Directors. During the financial year 2011-12 the Company has not allotted any shares under

Employee Stock Option Scheme.

The Disclosures required to be made under SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 is given as Annexure II to this report.

16. JOINT VENTURE

Your Company has following major joint ventures companies:

(i) Future Parking Private Limited (in which MARG holds 51% of paid-up share capital), is into joint venture with M/s. Apollo Hospitals Enterprise Limited for the development of Multi Level Car Parking (MLCP) at Wallace Garden, Chennai on BOT basis for a period of 20 years including 2 years of construction period with a provision of right for development of commercial complex along with the MLCP facility for the entire BOT period.

(ii) Signa Infrastructure India Limited (in which MARG holds 74% of paid-up share capital), is into a joint venture with Housing and Urban Development Corporation Limited (HUDCO) for Techno-Financial collaboration.

(iii) Rajakamangalam Thurai Fishing Harbour Private Limited (in which MARG holds 39% of paid up share capital), is into Joint Venture with Rajakamangalam Thurai Development Trust to develop a fishing Harbour at Rajakamangalam Thurai, Kanyakumari District.

17. CORPORATE SOCIAL RESPONSIBILITY – APPROACH TOWARDS SOCIETY

'MARG Parivarthan' – Inspiring a Chain of Change:

The CSR arm of MARG Ltd, was born out of a vision to master plan the existing social fabric. Inclusive growth has been the guiding philosophy of MARG through which at all our major project sites we ensure that the surrounding population is included in the development processes and the progress is two way and mutual. MARG as an organization have redefined the fundamentals of urbanization by creating eco systems where surrounding environment is an integral part of MARG's forward march. MARG CSR initiatives have been developed as a business model, well integrated within its business operation. The commitment is for a complete SOCIAL TRANSFORMATION of neighbourhoods with sustained and diligent focus through a spectrum of development programmes under different thematic areas as follows:

Education

Towards ensuring quality & continuous education to rural children, MARG has evolved a strategy to address the issue holistically i.e Improving school infrastructures to enhance teaching and learning environment.

Health

Periodic health camps were conducted by doctors in collaboration with reputed hospitals. Rural health standards (especially among women) improved through MARG's village health centres that provided free consultation and medicines through a doctor and para-medical staff. The villagers can also use the 24 hour ambulance service during emergencies.

Community Infrastructure

MARG has been contributing towards the improvement of social infrastructure in the neighbouring areas. Improved village infrastructures such as laying of concrete roads, street lightings, Individual toilets, anganwadi buildings, school classrooms, Reverse Osmosis plants etc.

Environment

MARG has been an active promoter of mega environment campaigns in the State that aimed to educate and encourage public for immediate action to mitigate pollution and to promote eco-friendly measures. MARG's mass environment campaigns include 'EARTH HOUR 2012' and the 'Green Kalam' initiative, an environment friendly project to plant a million saplings across Tamil Nadu. Some 25,000 saplings were planted at MARG Swarnabhoomi at a function on September 30th, 2011 attended by noted actor and Padma Shri recipient Mr.Vivekh.

Relief & Rehabilitation

MARG has responded to emergency situations & disasters by providing timely help to affected victims and their families. MARG had distributed food grain for the Thane cyclone-affected families from Keezhavanjore, Melevajore and Vadakkuvanjore village of Karaikal district. Totally over 700 families were benefited.

18. EMPLOYEE RELATIONS

The Directors place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company at all levels to meet the company's objectives. The employee relations at all projects and other locations continued to be cordial.

19. BUILDING A STRONG CUSTOMER CONNECT

Customer intimacy is one of your Company's strategic priorities to reach its ambition of being the leading reference in Infrastructure and Real Estate.

ACKNOWLEDGEMENT

The Directors wish to express their appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review.

For and on behalf of the Board of Directors

G R K Reddy

Chairman & Managing Director

Place: New Delhi

Date : 5th September, 2012


Mar 31, 2011

The Members of

MARG Limited

The Directors are pleased to present the Sixteenth Annual Report along with the audited accounts for the year ended 31st March 2011

1. Financial Results (Rs. in Crores)

Year ended Year ended

31st March, 2011 31st March, 2010

Income from operations 1,085.01 745.39

Non-operating Income 1.37 15.49

Total Income 1,086.38 760.88 Total Expenditure 957.23 626.61

Profit before depreciation, interest and taxation 129.15 134.27

Depreciation 6.89 5.17

Interest & finance charges 27.61 14.38

Profit before tax 94.65 114.72

Tax expenses 34.78 35.22

Profit after tax 59.87 79.50

Balance in Profit & Loss Account 184.94 120.15

Amount available for appropriation 244.81 199.65

Dividend 7.62 6.59

Dividend tax 1.26 1.12

Amount transferred to general reserve 4.50 7.00

Balance in Profit and Loss account 231.43 184.94

The year in retrospect witnessed a jump in turnover which crossed a revenue of Rs. 1,000 crores, and has been listed by Dun & Bradstreet among "India's Top 500 Companies, 2010". During the year, the company's income grew by 45.56% and the operational EPBITA was Rs.128 crores as compared to Rs.119 crores in the previous year. The basic Earning Per Share (EPS) is Rs.18.11 on capital of 3.31 crore weighted average number of shares and Diluted Earning Per Share is Rs.15.85 on 3.77 crore weighted average number of shares of Rs.10 each for the year under review.

2. Business Highlights FY 2010-11

A. MARG EPC business revenue stood at Rs.1,004 crores, an increase of 43% YoY.

B. Karaikal Port Pvt Ltd, a subsidiary of your Company handled 4.75 MMT of cargo in FY 2010-11, and the revenue was Rs.170 crores in FY 2010-11.

C. New Chennai Township Pvt. Ltd, a subsidiary of your Company, earned a revenue at Rs. 198 crores, an increase of 32% YoY.

D. MARG ProperTies Ltd, a subsidiary of your Company has sold 0.89 mn sq.ft (879 units) for Rs. 228 crores.

E. The construction of MARG Junction comprising Mall, Hotel, Multiplex and Offices by Riverside Infrastructure (India) Private Ltd, (a subsidiary of your Company), is on schedule and it has executed deals for 35% of the leasable space in the Mall area.

F. The company raised Rs. 106.93 crores through QIP (Qualified Institutional Placement) of Equity Shares at an offer price of Rs. 189.88 per share during the FY 2010-11 to fund its various projects.

Your Company's projects in different verticals are handled by dedicated teams. The Business situation of the above projects are discussed in the Management Discussion and Analysis Report which forms part of this Report.

3. Awards & Recognitions

The Company has received the following awards and recognitions:

1. Listed by Dun & Bradstreet among "India's Top 500 Companies 2010".

2. Hatrick of Awards at India Leadership Conclave 2011 for 'India's Most Admired Infrastructure Company 2011', 'Excellence in Social Service' and for 'Innovative CEO of the year'.

3. Sir Visvesvaraya Industrial Award by All India Manufacturers Organisation (TNSB) in 2010.

4. The 'Second fastest growing construction Company (medium category) Award' at the 8th Construction World Annual Awards 2010.

5. 'India Shining Star Award 2011' for outstanding work in CSR in the Infrastructure sector by Wockhardt Foundation.

6. 3rd Construction Industry Development Council, 'Vishwakarma Awards 2011' for achievements in CSR.

4. Increase In Share Capital

During the year, the Company's paid up Equity Share Capital of the Company has increased from 27,208,369 Equity Shares to 38,118,926 Equity Shares of Rs.10 each consequent to allotment of 10,910,557 equity shares through Qualified Institutional Placement (QIP), Warrants conversion and ESOP.

5. Appropriations

A. Dividend

The Directors recommend a dividend of Rs. 2 on the face value of Rs. 10 per share on 38,118,926 equity shares of the Company, for the year ended 31st March 2011.

B. Transfer To Reserves

The Company propose to transfer Rs. 4.50 crores (7.5% of the Net Profit for the year) to the General Reserve. A balance amount of Rs. 46.49 crores is proposed to be retained in the Profit & Loss account.

6. Directors

Mrs. V P Rajini Reddy and Mr. G Raghava Reddy, Directors, retire by rotation and being eligible offer themselves for re-appointment at the ensuing Annual General Meeting.

7. Auditors

M/s. K Ramkumar and Co., Chartered Accountants, the Statutory Auditor of the Company, holds office until the conclusion of the ensuing Annual General Meeting and are eligible for re- appointment. The Company has received their consent under Section 224 (1B) of the Companies Act, 1956 to the effect that their re-appointment, if made, would be within the prescribed limits under Sec.224 (1B) of the Companies Act, 1956.

8. Subsidiary Companies

The Company has 82 subsidiaries as on 31st March 2011.

Pursuant to the Government of India's General Circular No: 2 /2011 (No: 51/12/2007-CL-III) dated 8th February, 2011 issued by Ministry of Corporate Affairs, the Company has been exempted from attaching the accounts and other information of subsidiaries as required under Section 212 (1) of the Companies Act, 1956. However, a statement is attached in Consolidated Balance Sheet providing the stipulated financial information for each subsidiary. As per the conditions of the above Circular, the same forms part of the annual accounts of the Company.

The Consolidated Financial Statements duly audited are presented along with the Accounts of your Company in this Report. The annual accounts of subsidiary companies are kept at the Company's Registered Office and also at the respective registered offices of the subsidiaries and shall be made available for inspection to the members/ investors of the Company/any subsidiary, seeking such information at any point of time.

9. Corporate Governance

A Report on Corporate Governance approved by the Board of Directors of the Company and a Certificate from the Auditors of the Company is set out in the Annexure to this Report.

10. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings

The Company has taken adequate measures to conserve energy and the Company believes that productivity from all its workforces can be achieved with interface of latest technology.

The Company is not an industrial undertaking in terms of Section 217(1)(e) of the Companies Act, 1956 read along with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and hence, particulars regarding conservation of energy, technology absorption and adaptation are not applicable and hence the same are not provided.

The information on Foreign Exchange Earnings and Outgo is contained in the note 16 of schedule 18 Notes on Account, forming part of the accounts. A separate statement is attached as Annexure I to this Report.

11. Particulars of Employees U/S 217(2A)

Particulars of the employees of the Company, who were in receipt of remuneration, which in aggregate exceeds the limit fixed under Section 217(2A) of the Companies Act, 1956 and Companies (Particulars of Employees) Rules 1975 as amended, forms part of this Directors Report. However, as per the provisions of Sec. 219 (i)(b)(iv) of the Companies Act 1956, the Annual Report and accounts excluding the aforesaid information are being sent to the shareholders of the Company. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company for the same.

12. Directors' Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, the Directors confirm that;

i) In the preparation of the Annual Accounts for the financial year ended 31st March 2011, the applicable accounting standards had been followed and there were no material departures;

ii) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss account of the Company for that period;

iii) They have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) They have prepared Annual Accounts on a going concern basis.

13. Fixed Deposits

The Company has not invited or accepted fixed deposits from the public.

14. Employee Stock Option Scheme

During the year 2010-11, the Company allotted 45,610 equity shares of Rs. 10 each at a premium of Rs. 65 aggregating to Rs. 75 per share on 12th October 2010 and 23,780 equity shares of Rs. 10 each at a premium of Rs. 90 aggregating to Rs. 100 per share on 13th November 2010 to the employees of the Company and its subsidiaries.

The Disclosures required to be made under SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 is given as Annexure II to this report including details on the grant, vesting, exercise, and lapsed under the aforesaid ESOP scheme.

15. Joint Venture

The Company has entered into TWO joint ventures:

(i) Future Parking Private Limited (in which MARG holds 51% of paid-up share capital), is into joint venture with M/s. Apollo Hospitals Enterprise Limited for the development of Multi Level Car Parking (MLCP) at Wallace Garden, Chennai on BOT basis for a period of 20 years including 2 years of construction period with a provision of right for development of commercial complex along with the MLCP facility for the entire BOT period. The Company has received approvals from CMDA, Corporation of Chennai for the construction of the MLCP and the project is expected to be commissioned in June 2012.

(ii) Signa Infrastructure India Limited (in which MARG holds 74% of paid-up share capital), is into a joint venture with Housing and Urban Development Corporation Limited (HUDCO) for Techno-Financial collaboration.

16. Corporate Social Responsibility – Approach Towards Society

MARG Parivarthan – ('Chain of Change') which is MARG's CSR brand has executed the following socio-responsibility projects during the year 2010-11.

EDUCATION: Infrastructure support to Govt. Middle School near MARG Swarnabhoomi and to Tiruvallur Tamil High School – Karaikal, Summer Coaching Camp – Karaikal, Distribution of school bags to Panchayat Union Primary School at Kalavakkam and uniforms to Panchayat Union Middle School at Madayambakkam, etc are some of educational initiatives which were taken place in 2010-11. Health: 24 hrs First aid centre and Ambulance Service to the Contract labourers at MARG Swarnabhoomi, Medical Centre, Village Health Clinics, Eye Camp – Karaikal, General Medical Camp, Awareness programme on Alcoholism, are some of the health initiatives which the Company introduced in 2010-11. Basic amenities : Illuminated three panchayats around MARG Swarnabhoomi with 175 sodium vapour lamps.

Livelihood: Training on JCB operations & maintenance for youths from Karaikal, Training for Four-wheeler driving for interested youths from Kancheepuram & Karaikal, Assistance to women Self Help Groups, conducting of Tailoring classes, Financial assistance for deserving women in Lathur Block – Puducherry are some of the livelihood opportunities assisted to poor by MARG.

Environment : To commemorate the World Environment Day, painting competition was held on 28th June 2010 for the students of 6th – 8th std on the theme "cool the globe" at Panchayat Union Middle school, Madayambakkam. Children participated with enthusiasm and painted their ideas on mitigating global warming. Mahayagnam of Tree Sapling Plantation at MARG Swarnabhoomi, MARG Swarnabhoomi Puduvai Marathon with around 8500 people "going green to save the earth" are some of other CSR initiatives. Other Initiatives:

- MARG Chennai Marathon' 2010 - The city turned into a runners' paradise on 29th August 2010 as nearly one lakh participated in the third edition of the Chennai Marathon.

- MARG Lights out Campaign (10:10:10:10:10) - MARG partnered EXNORA'S Lights out campaign popularly called '5 tens Lights Out campaign' to motivate people to switch off their lights for 10 minutes on 10.10.10 thereby acknowledging the importance of protecting our planet and our role in mitigating global warming.

17. Employee Relations

The Directors place on record their deep appreciation of the sincere and dedicated team work rendered by employees at all levels to meet the company's objectives. The employee relations at all projects and other locations continued to be cordial.

Acknowledgement

The Directors wish to place on record their gratitude to the shareholders, financial institutions, banks, government authorities, customers and others connected with the business of the company for their unstinted co-operation and support.

For and on behalf of the Board of Directors

Place: Chennai G R K Reddy

Date: 29th August, 2011 Chairman & Managing Director


Mar 31, 2010

The Directors present the 15th Annual Report along with the audited accounts for the year ended 31st March 2010.

1. Financials (Rs. in Crores)

Year ended Year ended 31st March, 2010 31st March, 2009

Income from operations 745.39 462.99

Non-operating Income 15.49 0.18

Total income 760.88 463.17

Total expenditure 626.14 380.17

Profit before depreciation, interest and taxation 134.74 83.00

Depreciation 5.17 6.44

Interest & finance charges 14.38 13.63

Profit before tax 115.19 62.93

Current Taxes 40.00 19.00

Prior Period Taxes -- 0.19

Deferred Taxes (4.78) 2.67

Fringe Benefit Tax -- 0.17

Profit after tax 79.97 40.90

Balance in Profit & Loss Account 120.15 90.24

Amount available for appropriation 200.12 131.14

Dividend 6.59 5.12

Dividend tax 1.12 0.87

Transfer to general reserve 7.00 5.00

Balance carried to Balance Sheet 185.41 120.15

2. Operations

During the year, the company has scaled new heights and set new benchmarks in terms of operating income, profits, networth, assets & EPS. The year under review was a good year of operations resulting in operations income of Rs 745.39 Crores as against Rs 462.99 Crores in the previous year, amidst extra ordinary challenges in the construction / infrastructure sector. The operations income for the year 2009-10 grew by 61%, and the profit before tax was Rs 115.19 Crores as compared to Rs 62.93 Crores in the previous year. The profit after tax as percentage to Operations income was 11% in the year 2009 – 10 as against 9% in the year 2008 - 2009.

The Company clocked a total income of Rs 760.88 Crores and the basic earning per share (EPS) was Rs 30.10 on capital of 2.72 crore shares and diluted earning per share was Rs 26.68 on 2.98 crore shares of Rs 10 each for the year under review.

3. Recent Developments

A. In April 2010, The Company raised Rs 106.94 crores through QIP (Qualified Institutional Placement) of Equity Shares at an offer price of Rs 189.88 per share.

B. MARG Limited and Karaikal Port Private Limited (a subsidiary of M/s. MARG Limited) signed share subscription agreement and share holders agreement with "India Infrastructure Fund" (IIF) of IDFC in March 2010, under which the IIF will invest, subject to the terms contained in such agreements, INR 150 cr, both in Equity Shares and Redeemable Preference shares in Karaikal Port Private Limited.

C. Karaikal Port received a total of 170 vessels as on March 31, 2010, post commencement of operations in the fiscal year 2009. This includes project cargo vessels, off shore supply vessels, general cargo vessels, etc.

D. MARG entered into a joint venture with Virginia Tech University (USA) to set up the "VIRGINIA TECH MARG Swarnabhoomi" campus. The objective is to deliver programmes in India to foster graduate education as well as scientific and technological engagement. The MoU was signed on March 9, 2010.

E. MARG signed a "Project Development Agreement" with the Government of Karnataka in January 18, 2010, to develop the Bijapur Airport.

F. The spiritual leader, Sri Sri Ravi Shankar laid the foundation stone for the Art of Living Meditation Centre and the Swarnabhoomi Academy of Music at MARG Swarnabhoomi on November 27, 2009.

G. In SEZ, near Kalpakkam, Padmashree A.R.Rahman did a music concert in September, 2009, in which over 1 lakh people participated on the occassion of inaugurating Utsav Project and handing over of Navratna Phase – I Apartments to the valued customers.

H. The Companys shares are traded as "Permitted Security" on NSE vide its circular, NSE/LIST/C/2009/0568 dated November 3, 2009, with effect from November 5, 2009

4. Awards & Recognition

i. Fastest Growing Construction Company (Small Category) – 1st Rank at the 7th Construction World Annual Awards 2009, Mumbai.

ii. Awarded the Prestigious Sir Visvesvaraya industrial Award – All India Manufacturers Organisation (TNSB) in 2010.

iii. EXIM Achievement Awards – 2010 by The Tamil Nadu Chamber of Commerce for Karaikal Port Pvt Ltd.

iv. In recognition of sphere heading activity in Infrastructure, the Company has been awarded with CII Tamilnadu Emerging Entrepreneur award for Vision and Willingness to Dream Big, in 2010 was awarded to our CMD – Mr. GRK Reddy.

v. Outstanding Achievement Award for Port Development & Management in Shipping, Marine & Ports from Shri Kateekal Sankaranarayanan, Governor of Maharashtra in 2010.

vi. Corporate Social Responsibility award for being the premier sponsor of the Chennai Marathon in aid of Give Life Charity.

5. Business Verticals

The Company is currently into the following Business verticals:

A. Infrastructure Development

In the Infrastructure segment, the Company has five broad zones viz.,

Karaikal Port, Puducherry

Special Economic Zone, Seekinakuppam, near Chennai, Tamil Nadu

Multi Level Car Parking Project (MLCP), Chennai, Tamil Nadu

Captive Ship Repair Yard, Mugaiyur, Tamil Nadu

Bijapur and Bellary Airports, Karnataka

B. Real Estate Development

In the Real Estate development, the Company is currently implementing the following projects:

Commercial Projects

MARG Junction, Chennai – comprising of Mall, Multiplex,

Hotel, office / commercial complex.

Residential Projects

Pushpadruma, Tapovan, Viswasakthi, Navratna, Utsav and

Savithanjali

C. Services

The Companys EPC division provides integrated turnkey solutions. The range of services provided includes integrated design, engineering, material procurement, field services, construction and project management services for infrastructure and real estate sector projects.

Under its EPC contracting business, it has successfully constructed:

Integrated port development for 5 MMT with 2 berths, breakwater & dredging

Commercial space of over 0.75 million square feet

Residential space of approx. 0.5 million square feet

Wind power projects for over 100 MW

Road construction projects of over 55 Kms

The Company has also forayed into the logistics sector with the commencement of operations in the Karaikal port. The logistics services is being provided by its wholly owned subsidiary, M/s. MARG Logistics Private Limited.

Your Companys projects in different verticals are handled by dedicated teams. The Business situation of the above projects are discussed in the Management Discussion and Analysis Report which forms part of this Report.

6. Share Capital

During the year, the Company issued 6,771,619 warrants to Promoters, Employees and Associates convertible into equal number of equity shares. On 29th September 2009, 1,562,100 warrants were converted into 1,562,100 Equity Shares and on 4th November, 2009, 37,888 shares were allotted under ESOP 2006 scheme. Due to this, the total number of paid-up shares of the company increased to 27,208,369 shares as on 31.03.2010.

7. Dividend

The Directors recommend a dividend of Rs 2 on the face value of Rs 10 per equity share for the year ended 31st March 2010.

8. Directors

Mr. Karanjit Singh Jasuja and Mr. Saibaba Vutukuri, Directors, retire by rotation and being eligible offer themselves for re- appointment at the forthcoming Annual General Meeting.

9. Auditors

M/s. K Ramkumar and Co., Statutory Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting and are eligible for the reappointment. The Company has received their consent under Section 224 (1B) to the effect that their re-appointment if made, would be within the prescribed limits under Sec.224 (1B) of the Companies Act, 1956.

10. Subsidiary Companies

The Company has 82 subsidiaries as on 31st March 2010.

The Company has been granted exemption by the Central Government vide their letter no: 47/602/2010-CL-III dated 23/06/2010 as per the provisions of Section 212 (8) of the Companies Act, 1956 from attaching the accounts and other information of subsidiaries as required under Section 212 (1) of the Companies Act, 1956. However, a statement is attached in the Consolidated Balance Sheet providing the following information for each subsidiary "(a) capital (b) reserves (c) total assets (d) total liabilities (e) details of investments (except in case of investment in subsidiaries) (f) turnover (g) profit/(loss) before taxation (h) provision for taxation (i) profit/(loss) after taxation and (j) proposed dividend", the same forms part of the annual accounts of the Company.

The consolidated financial statements of the subsidiaries duly audited are presented along with the accounts of your Company. The annual accounts of Subsidiary Companies are kept at the Companys Registered Office and also at the respective registered offices of the subsidiaries and shall be made available for inspection to the members/ investors of the Company or any subsidiary, seeking such information at any point of time.

11. Corporate Governance

A report on Corporate Governance approved by the Board of Directors of the Company and a Certificate from the Auditors of the Company is set out in the Annexure III to this Report. The Company is committed to adopt good standards of corporate governance and adheres to best practices specified under the Companies Act and Listing Agreement with the Stock Exchanges.

A Management Discussion and Analysis Report is annexed to this Report.

12. Conservation of energy, technology absorption and foreign exchange earnings

The Company has taken adequate measures to conserve energy and the Company believes that productivity from all its workforces can be achieved with interface of latest technology.

The Company is not an industrial undertaking in terms of Section 217(1)(e) of the Companies Act, 1956 read along with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and hence, particulars regarding conservation of energy, technology absorption and adaptation is not provided.

The information on foreign exchange earnings and outgo is given at sl. no. 12 of schedule 17 (Notes on Accounts), forming part of the Accounts. A separate statement is also attached as Annexure I to this Report.

13. Particulars of Employees U/S 217(2a)

Information in accordance with the provisions of Sec.217 (2A) of the Companies Act, 1956 read along with the Companies (Particulars of Employees) Rules 1975 as amended, forms part of this Directors Report. However, as per provisions of Sec.219 (1)(b)(iv) of the Companies Act, 1956, the annual report and accounts excluding the aforesaid information are being sent to the shareholders of the Company. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company for the same.

14. Directors Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, the Directors confirm that;

i) In the preparation of the Annual Accounts for the financial year ended 31st March 2010, the applicable accounting standards had been followed and there were no material departures;

ii) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the Profit and Loss account of the Company for that period;

iii) They have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) They have prepared Annual Accounts on a going concern basis.

15. Fixed Deposits

The Company has not invited or accepted fixed deposits from the public.

16. Employee Stock Option Scheme

The Company has implemented Employee Stock Option Scheme for the benefit of employees of the Company and its subsidiaries, and is being governed by the Compensation Committee of the Board of Directors.

The Company has granted ESOP to employees as per the ESOP Scheme 2006. Under this scheme, a total of 487,185 options were granted to the employees and 278,926 options are in force and 170,371 options were lapsed as on 31st March, 2010. During the year under review, 37,888 options were converted into equal number of equity shares.

The Disclosures required to be made under SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 is given as Annexure II to this report including details on the grant, vesting, exercise, and lapsed under the aforesaid ESOP scheme.

17. Joint Venture

(i) Future Parking Private Limited, in which your Company holds 51% of equity shares on paid -up capital of the company, is into a joint venture with M/s. Apollo Hospitals Enterprise Limited for the development of Multi Level Car Parking - MLCP at Wallace Garden, Chennai on BOT basis for a period of 20 years including 2 years of construction period with a provision of right for development of commercial complex along with the MLCP facility for the entire BOT period. The Project when commissioned would ease parking difficulties to the public at large.

(ii) Signa Infrastructure India Limited, in which your Company holds 74% of equity shares on paid-up capital of the company, is into a joint venture with Housing and Urban Development Corporation Limited (HUDCO) for a Techno Financial collaboration between the company and HUDCO. Presently this JV company is bidding for various construction/ infrastructural projects.

18. Employee Relations

The Directors place on record their deep appreciation of the sincere and dedicated team work by employees at all levels to meet the Companys objectives. The employee relations at all projects and other locations continued to be cordial.

Acknowledgement

The Directors expressed their gratitude to the shareholders, financial institutions, banks, government authorities, customers and others connected with the business of the company for their unstinted co-operation.

For and on behalf of the Board of Directors

Place: Chennai G R K Reddy

Date : 11th August, 2010 Chairman & Managing Director